Title 9 Flashcards
(14 cards)
I. Upon approval by majority vote of each of the board of directors or trustees of the constituent corporations of the plan of merger or consolidation, the same shall be submitted for approval by the stockholders or members of each of such corporations at separate corporate meetings duly called for the purpose.
II. The affirmative vote of stockholders representing at least 2/3 of the outstanding capital stock of each corporation in the case of stock corporations or at least 2/3 of the members in the case of non-stock corporations shall be necessary for the approval of such plan.
Both are true
I. In the merger of two existing corporations, one of the corporations survives and continues the business, while the other is dissolved, and all its rights, properties, and liabilities are acquired by the surviving corporation.
II. By operation of law, upon the effectivity of the merger, the absorbed corporation ceases to exist but its rights and properties, as well as liabilities, shall be taken and deemed transferred to and vested in the surviving corporation.
Both are true
I. Two or more corporations may merge into a single corporation which shall be one of the constituent corporations.
II. Two or more corporations may consolidate into a new single corporation which shall be the consolidated corporation.
Both are true
It is a union whereby one or more existing corporations are absorbed by another corporation that survives and continues the combined business.
Merger
I. For a valid merger or consolidation, the approval by the SEC of the articles of merger or consolidation is required.
II. If, upon investigation, the SEC has reason to believe that the proposed merger or consolidation is contrary to the provisions of the Corporation Code or existing laws, it shall set a hearing to give the corporations concerned the opportunity to be heard.
Both are true
I. The merger shall only be effective upon the issuance of a certificate of merger by the SEC.
II. Consolidation becomes effective not upon mere agreement of the members but only upon issuance of the certificate of consolidation by the SEC.
Both are true
It is the union of two or more existing entities to form a new entity called the consolidated corporation.
C. Consolidation
I. Merger or consolidation become effective upon the mere agreement of the constituent corporations.
II. Ordinarily, in the merger of two or more existing corporations, one of the corporations survives and continues the combined business while the rest are dissolved and all their rights, properties, and liabilities are acquired by the surviving corporation.
Only II is true
I. Any amendment to the plan of merger or consolidation may be made.
II. The amendment to the plan of merger or consolidation must be approved by a majority vote of the respective boards of directors or trustees of all the constituent corporations and ratified by the affirmative vote of stockholders representing at least 2/3 of the outstanding capital stock or of 2/3 of the members of each of the constituent corporations.
Both are true
I. When the SEC is satisfied that the consolidation of the corporations is not inconsistent with the provisions of the Corporation Code and existing laws, it issues a certificate of consolidation which makes the reorganization official.
II. Since there is a dissolution of the absorbed corporations, there is winding up of their affairs or liquidation of their assets.
Both are true
Two or more corporations combine, but only one survives.
Merger
Two or more corporations combine into a new corporation; all old ones dissolve.
Consolidation
The document approved by boards and stockholders outlining terms of merger/consolidation.
Plan of Merger or Consolidation
Document issued by the SEC making the merger/consolidation legally effective.
Certificate of Merger/Consolidation
